As filed with the Securities and Exchange Commission on January 6, 1997 Registration No. 33-33575 _______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 8 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 __________________ VALLEY RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) ___________________ Rhode Island 05-0384723 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation) ____________________ 1595 Mendon Road, Cumberland, Rhode Island 02864 (Address of Principal Executive Offices) (ZIP) _____________________ Valley Gas Company Union Employees Savings Plan (Full Title of the Plan) _____________________ Alfred P. Degen Christine M. Marx, Esq. Valley Resources, Inc. Edwards & Angell 1595 Mendon Road 105 John F. Kennedy Parkway P. O. Box 7900 Short Hills, NJ 07078-2701 Cumberland, RI 02864 (201)376-7700 (401)334-1188 (Name, Address, and Telephone Number, Including Area Code, of Agents for Service) ______________________ The Registrant hereby withdraws the registration of any remaining interests under the Plan and the Common Stock which remained unpurchased by the Plan as a result of the recent merger of the Plan into the Valley Resources, Inc. 401(k) Employee Stock Ownership Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Cumberland, and State of Rhode Island, on January 2, 1997. VALLEY RESOURCES, INC. By: S/A. P. Degen ---------------------------------------- Alfred P. Degen President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 2, 1997. Date: January 2, 1997 S/A. P. Degen ---------------------------------------- Alfred P. Degen, President and Chief Executive Officer Date: January 2, 1997 S/K. W. Hogan ---------------------------------------- Kenneth W. Hogan, Senior Vice President, Chief Financial Officer & Secretary Date: January 2, 1997 S/* ---------------------------------------- Ernest N. Agresti, Director Date: January 2, 1997 S/* ---------------------------------------- Melvin G. Alperin, Director Date: January 2, 1997 ---------------------------------------- C. Hamilton Davison, Director Date: January 2, 1997 S/* ---------------------------------------- Don A. DeAngelis, Director Date: January 2, 1997 ---------------------------------------- James M. Dillon, Director Date: January 2, 1997 S/* ---------------------------------------- Jonathan K. Farnum, Director Date: January 2, 1997 ---------------------------------------- John F. Guthrie, Jr., Director Date: January 2, 1997 ---------------------------------------- Eleanor M. McMahon, Director *By: S/K. W. Hogan ---------------------------------------- Kenneth W. Hogan, Attorney-in-Fact SIGNATURES Pursuant to the requirement of the Securities Act of 1933, the trustee has duly caused this Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island, on the 2nd day of January 1997. VALLEY GAS COMPANY UNION EMPLOYEES SAVINGS PLAN By: S/Jennifer A. DiBiasio ---------------------------------------- Fleet National Bank, Trustee Jennifer A. DiBiasio